Views from the Sieve

9 September 2016

Dear Sirs,

Dagenham & Redbridge Football Club Limited – increased consortium offer.

I write on behalf of David Ward, John Goodwin, Lee Goodwin, Graham Bramley, Brian East and myself (Consortium”). You will note that Graham Bramley has joined the Consortium.

On 22 June 2016, we submitted an offer to the board to invest £200,000, subject to contract, in a new company to be formed as the parent company for Dagenham & Redbridge Football Club.

The purpose of this letter is to inform you that the Consortium now increases its offer of investment to £500,000, (FIVE HUNDRED THOUSAND POUNDS) subject to contract and to satisfactory due diligence, again into a new holding company to be formed as the parent company of Dagenham & Redbridge Football Club Limited, as set out below:


£ Investment on completion | Investment in July 2017 | Investment in July 2018 | Total Investment | Ownership %
Brian East |75,000| 50,000 | 50,000 | 175,000 |17.9%
John East |60,000| 50,000 | 50,000 | 160,000 |16.3%
John & Lee Goodwin| 65,000 | - - | 65,000 | 6.6% (between them)
David Ward| 50,000 | - - | 50,000 | 5.1%
Graham Bramley| 50,000 | - - | 50,000 | 5.1%
Total Investment| 300,000 | 100,000 | 100,000 | 500,000 | 51%
Members Club - - - 49%
Total 100%


Evidence of the availability of the initial investment of £300,000 will be made available at or before the forthcoming General Meeting. If the members support our proposals at that meeting, the £300,000 to be invested on completion will be placed into a solicitors’ escrow account, pending completion of legal formalities. Barclays Bank PLC, or another institution of similar standing, will provide evidence of the ability of my brother Brian and I to make the 2017 and 2018 payments, or a bank guarantee if required.

As can be seen from the table set out above, the investment represents 51% of the share capital of the new company held by the Consortium members pro rata to their investments, with the Members’ Club holding the remaining 49%. The directors would comprise the investors together with an elected representative of the Members Club. Each board member would have one vote.
 

We would ask you to note the following:

1. Under our proposal, no one individual will hold more than 17.9%. All directors will have one vote, so no-one will have control of the club.

2. The members club will hold 49% of the club under our proposal. This is a large shareholding for a nominal payment and it demonstrates the strength of our commitment to the members. The notional value placed on the members club’s 49% shareholding is £480,000.

3. As you know, Brian and I have between us given the club substantial sums of money totalling well over £100,000 over the years and David Ward has also made substantial donations Neither he, nor we, have ever sought recognition for this. Our sole purpose was to help the club and our proposed investment is not for any financial gain. That remains our focus and we are delighted that like-minded friends have joined us.

4. At the informal meeting, the possibility of amalgamating the Supporters Club with the members was mentioned. If the members approve our proposals, we would consult widely on this suggestion as we think it is an excellent idea.

5. We have set out above our procedures for demonstrating funds required on completion by providing evidence of the initial investment of £300,000 at or before the forthcoming General Meeting and by undertaking, if the members support our proposals, to place the initial investment of £300,000 into a solicitors’ escrow account, pending completion of legal formalities. We will also demonstrate that the future payments are secure by obtaining confirmation from Barclays Bank PLC, or another institution of similar standing, of evidence of funds, or a bank guarantee if required. We would expect any other parties making an offer to do likewise.

6. All the members of the consortium have been involved with the club for a long time. With one exception, none of us has been involved in the running of the club (being joint presidents does not carry a board position). So we can look at everything afresh and objectively, and, if the members approve our offer, we will seek to rectify the current problems urgently and also work to recreate the happy and united club we used to be.

7. We continue to believe that this substantial injection of funds will allow the Club to continue to trade, while we stabilise the position, ascertain the future funding requirements and identify other like-minded investors, to create a long term solution.

We urge you to consider this proposal seriously and to substitute it for our earlier offer in the Notice of General Meeting to be sent out shortly.

Well done all.

So this values the club at just under £1m (it started at £1.5m - £1.25m for 80%) and retains 49% as a Members Club. It more or less matches the Tamplin groups offer though which values the club at £1m, investing £800k over two years. What happened to the other £500k?

Despite the Members retaining 49% of the shares they have only one member on the board wheras the investors get 5 members for their 51%? That seems unworkable as the Members are almost guaranteed to be outvoted on everything.

But still needs work I think but is closer to workable provided £500k investment over 3 years is enough.

Is Graham Bramley the ex Mayor of Barking & Dagenham?

Mike the Dagger wrote:So this values the club at just under £1m (it started at £1.5m - £1.25m for 80%) and retains 49% as a Members Club. It more or less matches the Tamplin groups offer though which values the club at £1m, investing £800k over two years. What happened to the other £500k?

Despite the Members retaining 49% of the shares they have only one member on the board wheras the investors get 5 members for their 51%? That seems unworkable as the Members are almost guaranteed to be outvoted on everything.

But still needs work I think but is closer to workable provided £500k investment over 3 years is enough.

Is Graham Bramley the ex Mayor of Barking & Dagenham?

Yea that's the guy. I know him fairly well through my parents, a genuine guy who has nothing but the clubs welfare at heart. He sponsors every game against Accrington Stanley because that was where he was born but he's been at almost every Daggers game since the day the club was founded. People at the club who don't know him will have seen him walking round, he has a tendency to go around in a black leather Indiana Jones style hat.

Not sure he was Mayor Mike (could be wrong) but he was a local councillor for some time. As someone else has said, you will know him from the hat (Councillor Dundee is how we refer to him).

Seems like a good guy, as do all the others.

I, like Mike, would still have some questions around the apparent change in value of the club and the voting agreement based on the 49% v 51% of the value of the ownership.

While I certainly don't agree with all that has been laid out in the Tamplin bid, I am interested to know why a number of people seem to be able to willingly accept some of the terms of this proposal, even though a number of the issues in the Tamplin proposal also appear to be an issue here??

I know I will be told about people having the Club at heart blah blah, but so do most of the people on the "other side"?? The only unknown there is Tamplin??

DI Mike Dashwood wrote:I know I will be told about people having the Club at heart blah blah, but so do most of the people on the "other side"?? The only unknown there is Tamplin??

Spot on Dashers. This is why the club have to actually expose Tamplin to a little proper scrutiny.

Why does he want to buy a football club? Why is that now the Daggers? Whais his long term plan for it?

And does he know who Karl Williams is?

DI Mike Dashwood wrote:Not sure he was Mayor Mike (could be wrong) but he was a local councillor for some time. As someone else has said, you will know him from the hat (Councillor Dundee is how we refer to him).

Seems like a good guy, as do all the others.

I, like Mike, would still have some questions around the apparent change in value of the club and the voting agreement based on the 49% v 51% of the value of the ownership.

While I certainly don't agree with all that has been laid out in the Tamplin bid, I am interested to know why a number of people seem to be able to willingly accept some of the terms of this proposal, even though a number of the issues in the Tamplin proposal also appear to be an issue here??

I know I will be told about people having the Club at heart blah blah, but so do most of the people on the "other side"??
The only unknown there is Tamplin??

But surely that's the reason why there is doubt
Mt Tamplin isn't completely unknown as there is lots of information in the public domain about past financial issues at failed companies where he was in control

And all the proposals I've seen from 'his side' end up with Mr Tamplin in control

Only a fool or someone with little experience of business would go along with the plans I've seen involving Mr Tamplin
It's a mystery to me as to why senior people at the club seem so keen for an outcome that gives him control of the club and it's finances

I agree Mike. BUT, the questions I would have if I were a member being asked to vote on whatever is put before me is still:

- Do Lee and John Goodwin have 1 vote each or a vote between them (unless I am missing it this is not explained on the letter when it should be)??
- Who will be responsible for the day to day running of the Club (ie Thommo's role) and will that person have a seat on the board (even if they are not an investor)??
- Why if they are being given 49% of the shares will the members not have more than 1 vote/rep??
- And the one I have wanted to know all along (and I think 1 or 2 others do) what are the actual consequences of remaining in the same situation as we are now??

Unlike others, I don't think DTP, Chris Smythe and Former Saint John Still (as those who had previously anointed him seem to have changed tact now) have anything but the Club's best interest at heart (even if I don't agree with every decision they make). Therefore I actually see a number of similarities between the two "bids".

DI Mike Dashwood wrote:Not sure he was Mayor Mike (could be wrong) but he was a local councillor for some time. As someone else has said, you will know him from the hat (Councillor Dundee is how we refer to him).

Seems like a good guy, as do all the others.

I, like Mike, would still have some questions around the apparent change in value of the club and the voting agreement based on the 49% v 51% of the value of the ownership.

While I certainly don't agree with all that has been laid out in the Tamplin bid, I am interested to know why a number of people seem to be able to willingly accept some of the terms of this proposal, even though a number of the issues in the Tamplin proposal also appear to be an issue here??

I know I will be told about people having the Club at heart blah blah, but so do most of the people on the "other side"?? The only unknown there is Tamplin??

There are certainly questions about the value of the club.

The change in make up of the Tamplin offer from sole to consortium is to make it look like he wont fully own the club. After the last few months can the current board be trusted? I don't think so. Anyone remember the first statement released by the club 'HIS BOYHOOD CLUB' nonsense. Now further facts are known that first statement is an embarrassment.

Tamplin is fairly young and only interest in one thing self importance and money. Most of the Consortium are retired and have different agenda's. One thing for sure Thommo will be gone if they get in.

I don't disagree with that Voice of Reason, but we don't the ins and outs of all the investors on the other do we?? Just because we know them through a smiley face in the Top Bar having a beer doesn't mean we know all their ideas and believes and histories?? I know Wally and Bill as smiley faces in the Top Bar but I don't want them to run the Club!!!

All I am saying is people need to be careful not to make a decision based solely on personality and what they think they know.

If I was voting (and I am not) I would have a lot more questions on all fronts than any of these letters going around seem to explain.

DD, I think there are a number of assumptions in what you have put there, which is kind of my point, but there you go.

With regards to Thompson, would the new person in that position be on the Board?? I think that's an important question personally. That person will be accountable for day to day things around ticketing, sponsorship and commercial aspects of the Club and so their input into what can be put in place to improve things is, I believe important.

Have they actually said Thompson will play no part, or just that he will not have a place on the Board/a vote?? As they are two very different scenarios??

So now why not amalgamate the two rivalling bids? DTP + Chris Smythe + John Still to add funds to the new offer from the East's plus others -latest offer.

Wouldn't this give us a valuation and funds nearer to what was "needed" without Tamplin's involvement at all?

I still don't see how a paid employee i.e Thompson should be on the board or a vote unless he is contributing.

It wouldn't be far away from keeping Dagenham..... Dagenham as we know it.

DI Mike Dashwood wrote:DD, I think there are a number of assumptions in what you have put there, which is kind of my point, but there you go.

With regards to Thompson, would the new person in that position be on the Board?? I think that's an important question personally. That person will be accountable for day to day things around ticketing, sponsorship and commercial aspects of the Club and so their input into what can be put in place to improve things is, I believe important.

Have they actually said Thompson will play no part, or just that he will not have a place on the Board/a vote?? As they are two very different scenarios??

Its clear they want Thompson gone if they get in, I would assume they will put that to a vote as soon as they get in but judging by all the back and forth it could be some time. John Still blames the fans for protesting but this has been dragging on for 4 months now, first initial contact by Tamplin was in May.

DI Mike Dashwood wrote:I don't disagree with that Voice of Reason, but we don't the ins and outs of all the investors on the other do we?? Just because we know them through a smiley face in the Top Bar having a beer doesn't mean we know all their ideas and believes and histories?? I know Wally and Bill as smiley faces in the Top Bar but I don't want them to run the Club!!!

All I am saying is people need to be careful not to make a decision based solely on personality and what they think they know.

If I was voting (and I am not) I would have a lot more questions on all fronts than any of these letters going around seem to explain.

Fair comment - and exactly what should happen.
Due diligence regarding financial history should be carried out on anyone wanting to become a major shareholder.

It's a simple process that most accountants could organise
That would make things much clearer for those making the decision to change the constitution of the club

Plus any money promised for equity should be either paid up front, lodged in an escrow account or covered by a bank guarantee (or similar guarantee - some insurance companies will also issue such guarantees)

Diggerthedog wrote:

DI Mike Dashwood wrote:DD, I think there are a number of assumptions in what you have put there, which is kind of my point, but there you go.

With regards to Thompson, would the new person in that position be on the Board?? I think that's an important question personally. That person will be accountable for day to day things around ticketing, sponsorship and commercial aspects of the Club and so their input into what can be put in place to improve things is, I believe important.

Have they actually said Thompson will play no part, or just that he will not have a place on the Board/a vote?? As they are two very different scenarios??

Its clear they want Thompson gone if they get in, I would assume they will put that to a vote as soon as they get in but judging by all the back and forth it could be some time. John Still blames the fans for protesting but this has been dragging on for 4 months now, first initial contact by Tamplin was in May.

Where has Still blamed fans for anything about this? Or is just another twisting of truth by the protestors?